STOCK
      PURCHASE AGREEMENT

    


    among

    


    SOLAR
      THIN FILMS, INC.

    


    ZOLTAN
      KISS

    


    GREGORY
      JOSEPH KISS 

    


    and
      

    


    MARIA
      GABRIELLA KISS 

    


    dated
      as of August 12, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT

     

    STOCK
      PURCHASE AGREEMENT,
      dated
      as of August 12, 2008 (the “Agreement”),
      by
      and among SOLAR
      THIN FILMS, INC., a
      Delaware corporation (the “Company”),
      and
ZOLTAN
      KISS,
      an
      individual (“Z.
      Kiss”),
      GREGORY
      JOSEPH KISS,
      an
      individual (“G.
      Kiss”),
      MARIA
      GABRIELLA KISS,
      an
      individual (“M.
      Kiss”),
      and
STEVEN
      H. GIFIS,
      an
      individual (“Gifis”).
      Z.
      Kiss, G. Kiss and M. Kiss are hereinafter sometimes individually referred to
      as
      a “Seller”
and
      collectively, as the “Sellers”
and
      Gifis is hereinafter sometimes referred to as the “Sellers’
      Agent.”
The
      Company and any person, firm or corporation designated by the Company on or
      prior to the Closing Date to purchase all or a portion of the “Subject
      Shares”
(as
      hereinafter defined) from the Sellers is hereinafter referred to as the
“Buyer.”
The
      Buyer, the Sellers and the Sellers’ Agent are hereinafter sometimes individually
      referred to as a “Party”
and
      collectively as the “Parties.”

     

    Subject
      to the terms and conditions set forth in this Agreement, Buyer desires to
      purchase from Sellers, and Sellers desire to sell to the Buyer, an aggregate
      of
Eighteen
      Million (18,000,000)
      shares
      (the “Subject
      Shares”)
      of
      common stock, $.01 par value per share of the Company (the “Common
      Stock”).

     

    Accordingly,
      the Parties hereby agree as follows:

     

    ARTICLE
      I

     

    PURCHASE
      AND SALE OF THE SHARES

     

    1.1.   Purchase
      and Sale of the Subject Shares.
      

     

    (a) Stock
      Ownership and Certain Transfers and Sales. As
      at the
      date of this Agreement (i) Z. Kiss is the record and beneficial owner of
      10,951,575 shares of Common Stock of the Company; (ii) G. Kiss is the record
      and
      beneficial owner of 4,050,000 shares of Common Stock of the Company, and (iii)
      M. Kiss is the record and beneficial owner of 5,092,000 shares of Common Stock
      of the Company. Prior to the Closing Date, Z. Kiss shall transfer 951,575 shares
      of Common Stock of the Company to Steven H. Gifis to settle indebtedness owed
      by
      Z. Kiss to F.A. Voight & Associates, L.P. (“Voight”).
      In
      addition, prior or subsequent to the Closing Date, (A) G. Kiss will undertake
      to
      sell in prevailing market transactions, an aggregate of 50,000 shares of Company
      Common Stock, (B) M. Kiss will undertake to sell in prevailing market
      transactions, an aggregate of 92,000 shares of Company Common Stock, and (C)
      Steven Gifis will (on behalf of Voight) undertake to sell in prevailing market
      transactions, an aggregate of 500,000 shares of Company Common Stock; which
      transfer and all of which sales are agreed to by the Company. As a result of
      the
      foregoing transfer and sales, on the Closing Date, (x) Z. Kiss shall be the
      record and beneficial owner of not less than 10,000,000 shares of Common Stock
      of the Company, (y) G. Kiss shall be the owner of not less than 4,000,000 shares
      of Common Stock of the Company, and (z) M. Kiss shall be the owner of not less
      than 5,000,000 shares of Common Stock of the Company. In addition, Nadja Kiss,
      the wife of Z. Kiss is the record and beneficial owner of 1,050,000 shares
      of
      Common Stock of the Company which shares are not subject to the terms and
      conditions of this Agreement.

     

    (b) Sale
      of the Subject Shares. On
      the
      terms and subject to the conditions of this Agreement, at the Closing referred
      to in Section 1.5 hereof, each Seller shall sell, convey, assign, transfer
      and
      deliver, or cause to be sold, transferred or delivered, to the Buyer and/or
      pursuant to the “Financing”
      hereinafter described, designees of the Buyer, and the Buyer and/or its
      designees shall purchase, acquire and accept delivery of, all of the Subject
      Shares owned of record or beneficially by such Seller as are set forth below
      in
      this Section 1.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Name
                of Seller

            	 	
              Number
                of Subject Shares to be Sold

            
	
              Z.
                Kiss

            	 	
              10,000,000
                Subject Shares

            
	
              G.
                Kiss

            	 	
              4,000,000
                Subject Shares

            
	
              M.
                Kiss

            	 	
              4,000,000
                Subject Shares

            


    

     

    (c) Ownership
      After Sale of the Subject Shares. The
      10,000,000 Subject Shares to be sold by Z. Kiss shall constitute 100% of the
      issued and outstanding shares of capital stock of the Company that shall be
      owned of record and beneficially by Z. Kiss as at the Closing Date. After giving
      effect to the sale and purchase of the 4,000,000 Subject Shares to be sold
      by G.
      Kiss and the 4,000,000 Subject Shares to be sold by M. Kiss, such Parties shall
      be the record and beneficially of not more than 50,000 and 1,000,000 shares
      of
      Company Common Stock, respectively. In addition, 451,575 shares of Company
      Common Stock shall be retained by Steven Gifis.

     

    (d) Absence
      of Liens. On
      the
      Closing Date, the Sellers shall deliver to the Buyer all of the 18,000,000
      Subject Shares, free and clear of any and all liens, mortgages, adverse claims,
      charges, security interests, or other encumbrances whatsoever (collectively,
      “Liens”).
      

     

    (e) Deliveries. To
      effect
      the transfers contemplated by the Section
      1.1,
      at the
      Closing, each Seller shall deliver or cause to be delivered to the Buyer,
      against payment therefor in accordance with Section
      1.3
      hereof,
      stock certificates representing all, and not less than all, the Subject Shares
      in the amounts set forth opposite the name of such Seller in Section 1.1(a)
      above; in each case, accompanied by stock powers duly executed in blank and
      with
      the signatures of the record holders guaranteed by a national bank or member
      firm of the New York Stock Exchange.

     

    1.2.    Cancellation
      of Options.
      On the
      terms and subject to the conditions of this Agreement, at the Closing referred
      to in Section 1.5 hereof, each unexercised option, warrant or other right that
      any of the Sellers may have to acquire shares of Common Stock of the Company
      (each an “Option”),
      whether vested, unvested, exercisable or otherwise, shall be cancelled and
      rendered null and void, ab initio.

     

    1.3.    Payment
      for Subject Shares.
      

     

    (a) As
      payment in full for the Subject Shares being sold by the Sellers hereunder
      and
      payment in full of any consideration payable under Section
      1.2
      above in
      respect of cancelled Options, the Buyer or its designees shall pay, in the
      manner set forth in this Section
      1.3,
      a price
      per share equivalent to Forty One and 139/1000 ($0.4139) cents (the
“Per
      Share Price”),
      or an
      aggregate of Seven Million Four Hundred and Fifty Thousand and Two Hundred
      ($7,450,200) for all of the Subject Shares (the “Purchase
      Price”).
      Such
      Purchase Price, less
      the
      $434,315 cash portion of the “Settlement
      Payment”
      referred to in Section 1.4 below (which shall be paid by Z. Kiss), shall be
      allocated and payable to each Seller in the pro-rata amounts set forth
      below:

     

    
      	
              Name
                of Seller

            	 	
              Amount
                of Purchase Price 

            
	
              Z.
                Kiss

            	 	
              $3,704,685

            
	
              G.
                Kiss

            	 	
              $1,655,600

            
	
              M.
                Kiss

            	 	
              $1,655,600

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) At
      the
      Closing, the $7,450,200 Purchase Price, less the $434,315 cash portion of the
      Settlement Payment referred to in Section
      1.4
      below,
      shall be paid to each of the Sellers in the amounts specified in Section
      1.3(a)
      above,
      by wire transfer or official certified bank check of immediately available
      funds
      to one or more bank accounts specified by each Seller in writing at least three
      (3) Business Days prior to the Closing Date. As used herein, the term
“Business
      Day”
shall
      mean any day, other than a Saturday or a Sunday or other day on which banks
      in
      New York, New York are authorized or required by law to close.

     

    1.4.    RESI
      Debt and Settlement Payment. 

     

    (a) The
      Parties hereto acknowledge that Renewable
      Energy Solutions, Inc.,
      an
      Affiliate of Z. Kiss (“RESI”),
      is
      currently indebted to the Company or its Subsidiary in the amount of $1,331,863
      (the “RESI
      Debt”).
      On
      the Closing Date, pursuant to the Strategic
      Alliance Agreement
      (as that
      term is hereinafter defined), the parties thereto have, inter
      alia,
      agreed
      to settle the RESI Debt as at the Closing Date, as follows: 

     

    (i) Z.
      Kiss
      shall pay to the Company (out of the proceeds received by him from the sale
      of
      his 10,000,000 Subject Shares) the aggregate sum of $434,315 (the “Settlement
      Payment”);
      

     

    (ii) Z.
      Kiss
      shall cause RESI to transfer to the Company an aggregate number of shares of
      CG
      Solar, formerly known as Weihai Blue Star Terra Photovoltaic Company, a
      corporation organized under the laws of the People’s Republic of China
      (“CG
      Solar”)
      representing five (5%) of the issued and outstanding capital shares of CG Solar,
      and having an agreed upon value of $500,000; and

     

    (iii) the
      remaining $397,548 would be paid to the Company directly by CG Solar, but shall
      be guaranteed as to payment by Amelio.

     

    (b) On
      the
      Closing Date, each of the Company, RESI, Amelio and Z. Kiss shall execute and
      deliver the Strategic Alliance Agreement in the form attached hereto as
Exhibit
      A
      and made
      a part hereof.

     

    1.5.    Closing
      Date, Time and Place.

     

    (a) Subject
      to the terms and conditions hereof, the closing (the “Closing”)
      of the
      purchase and sale of the Subject Shares shall be held at the offices of Hodgson
      Russ, LLP, 1540 Broadway, New York, New York, 10036, counsel to the Company,
      at
      10:00 a.m., on the Business Day after the conditions to Closing shall have
      been
      satisfied or waived (or such other date and time as the Parties may mutually
      agree). The date on which the Closing occurs is referred to herein as the
“Closing
      Date.”
      

     

    (b) Subject
      to the terms and conditions hereof, at the Closing: 

     

    (i) Subject
      to Section
      1.5(b)(ii),
      each
      Seller will deliver the certificates representing the Subject Shares owned
      by
      such Seller being purchased hereunder, accompanied by stock powers or other
      instruments of transfer or assignment, dated the Closing Date, and duly endorsed
      in blank;

     

    (ii) Each
      Seller owning Subject Shares represented by a certificate which has been lost,
      stolen or destroyed, shall deliver an affidavit of such Seller stating that
      such
      certificate has been lost, stolen or destroyed, and such other documentation
      (including an indemnity, in form and substance satisfactory to the Company,
      against any claim that may be made against the Company with respect to such
      certificate) that the Company shall require, and shall deliver an instrument
      of
      transfer or assignment, dated the Closing date, and duly endorsed in blank,
      with
      respect to the Subject Shares formerly represented by such lost, stolen or
      destroyed certificate;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) Each
      Option shall be cancelled; and

     

    (c) The
      Buyer
      will remit or cause to be remitted the Purchase Price less the Settlement
      Payment in the manner provided in Section
      1.3(b)
      above.


     

    1.6.         Kiss
      Group Releases. Each
      of
      the Sellers acknowledge and agree that, as a material inducement to cause each
      of the Sellers to sell the Subject Shares to the Buyer, Z. Kiss, Amelio and
      RESI
      have negotiated and entered into the Strategic Alliance Agreement, which shall
      become effective as at the Closing Date and consummation of the sale of the
      Subject Shares to the Buyer. By reason of the fact that the transactions
      contemplated by such Strategic Alliance Agreement and this Agreement are
      intended to settle all potential claims and disputes among the Parties and
      their
      respective Affiliates as at the Closing Date and permits Amelio, RESI and its
      Affiliates to engage in business activities that may be competitive with the
      business activities of the Company and its Subsidiaries, each of the Sellers
      do
      hereby agree that, as at the Closing Date, such Sellers, RESI, Amelio and all
      of
      their respective Affiliates (collectively, the “Kiss
      Group”)
      shall
      jointly and severally irrevocably waive and release the Company and each of
      its
      Subsidiaries from all claims, causes of action, demands, costs, expenses or
      other obligations (collectively, “Claims”)
      that
      any one or more members of the Kiss Group may individually or collectively
      have
      as at the Closing Date against the Company and any of its Subsidiaries, whether
      in their capacities as shareholders or officers of the Company or as contracting
      parties with or consultants to the Company, and shall release the Company and
      each of its Subsidiaries from all such Claims, except
      only
      with respect to (a) the obligations of the Company and its Subsidiaries under
      the Strategic Alliance Agreement, and (b) the rights that G. Kiss, M. Kiss
      and
      Nadja Kiss may have following the Closing Date with respect to the maximum
      of
      2,555, 000 shares of Company Common Stock that such Persons, solely in their
      capacities as stockholders, will retain in the Company following the Closing
      Date. On the Closing Date, each of the Sellers, Amelio and RESI shall execute
      and deliver to the Buyer the general releases in the form of Exhibit
      B-1
      annexed
      hereto and made a part hereof (the “Kiss
      Group Releases”).

     

    1.7.        
      Company
      Group Releases. The
      Company acknowledges and agrees that, as a material inducement to cause the
      Company to enter into this Agreement to purchase the Subject Shares, Z. Kiss,
      Amelio and RESI have negotiated and entered into the Strategic Alliance
      Agreement. The Company does hereby agree that, as at the Closing Date, the
      Company and each of its Subsidiaries (collectively, the “Company
      Group”)
      shall
      jointly and severally irrevocably waive and release the Kiss Group from all
      Claims, causes of action, demands, costs, expenses or other obligations
      (collectively, “Claims”)
      that
      any one or more of the Company Group may individually or collectively have
      against any member of the Kiss Group as at the Closing Date, and shall release
      the Kiss Group from all such Claims, except
      only
      with respect to (a) the obligations of the Kiss Group under the Strategic
      Alliance Agreement and any Exhibits thereto, and (b) the obligations under
      the
      Lockup Agreements and other Transaction Documents. On the Closing Date, each
      of
      the Company and its Subsidiaries shall execute and deliver to the Kiss Group
      the
      general releases in the form of Exhibit
      B-2
      annexed
      hereto and made a part hereof (the “Company
      Group Releases”).

     

    1.8.        
      Expenses.
      Each of
      the Parties hereto shall pay such Party's Transaction Express in connection
      with
      this Agreement, other than as a result of the breach hereof by any other party
      hereto.

     

    1.9         
      Termination. This
      Agreement may be terminated and the transactions contemplated herein may be
      abandoned at any time prior to the Closing:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) by
      mutual
      consent of the Sellers (acting together or through the Seller’s Agent
      hereinafter described) and the Company;

     

    (b) by
      the
      Sellers or the Company, if any of the conditions specified in Section
      4.4
      shall
      not have been satisfied by 5:00 P.M. (Eastern Standard Time) on November 30,
      2008 (the “Outside
      Closing Date”);
      provided,
      however,
      that
      (i) such Outside Closing Date may be extended by mutual agreement of the Company
      and the Sellers’ Agent (as hereinafter defined), and (ii) if the Company’s
      registration statement on Form S-1 has not been declared effective by the
      Securities and Exchange Commission by the above November 30, 2008 Outside
      Closing Date, if the Sellers’ Agent shall receive reasonable assurances from
      Maxim Group LLC or other investment banking firm underwriting securities on
      behalf of the Company and the Sellers in the “Financing”,
      as
      described in Section
      4.4(a)(i)
      of this
      Agreement, that in their judgment such Financing will be consummated, the
      Sellers’ Agent shall
      extend
      the Outside Closing Date to January 31, 2009.

     

    (c) by
      the
      Company or the Sellers, if the Company shall be unable to obtain by the Outside
      Closing Date, a minimum $10,000,000 of “Financing”,
      as
      hereinafter defined and described in Section
      4.4(a)(i)
      of this
      Agreement and subject at all times to the provisions of Section
      4.4(a)(i)
      of this
      Agreement; 

     

    (d) by
      the
      Company, in the event of the breach of any material representation and warranty
      of the Sellers contained herein;

     

    (f) by
      the
      Sellers, in the event of the breach of any material representation and warranty
      of the Company contained herein;

     

    (g) by
      either
      the Company or by the Sellers upon the failure of the satisfaction of a
      condition the obligations of the other Party or Parties to perform all material
      obligations and conditions on their part to be performed under this Agreement
      on
      or before the Closing Date and consummate the transactions contemplated hereby,
      all as set forth in Section
      4.4
      herein,
provided,
      however,
      that a
      Party seeking to so terminate this Agreement pursuant to this Section
      1.9 (g)
      shall
      have made a good faith effort to satisfy any condition precedent on its or
      their
      part to be performed;

     

    1.10       
      Rights
      of Non-Breaching Party. 

     

    (a) A
      Party
      terminating this Agreement pursuant to this Section shall give written notice
      thereof to the other Party hereto, whereupon this Agreement shall terminate
      and
      the transactions contemplated hereby shall be abandoned without further action
      by any Party; provided,
      however,
      that if
      such termination is the result of a breach of this Agreement by the other Party
      or Parties, nothing herein shall affect the non-breaching Party’s right to
      monetary damages on account of such other Party’s breach. 

     

    (b) In
      addition to the foregoing, if any member of the Kiss Group fails or refuses
      to
      perform its agreements and obligations required to be performed by them on
      or
      before the Closing Date under this Agreement, the Strategic Alliance Agreement
      or other Transaction Document, the Parties hereto agree that the Company would
      have no adequate remedy at law. Accordingly, the Company or the Buyer may apply
      to and obtain such equitable relief, including specific performance of this
      Agreement, the Strategic Alliance Agreement or other Transaction Document as
      any
      court of competent jurisdiction may deem proper and appropriate in the
      circumstances.

     

    1.11       
      Definitions.
      Unless
      otherwise separately defined herein, all capitalized terms when used in this
      Agreement shall have the same meaning as is defined in Article V
      hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES RELATING TO

    EACH
      SELLER AND THE SUBJECT SHARES

     

    Each
      Seller, jointly and severally, represents and warrants to Buyer, as
      follows:

     

    2.1.        
      Authorization;
      No Conflicts.
      

     

    (a) Each
      Seller has the legal right and capacity to execute and deliver this Agreement,
      the “Strategic
      Alliance Agreement”
      described below, the “Lockup
      Agreements”
      described below, and each other agreement, document or instrument executed
      or to
      be executed by such Seller in connection herewith (collectively, the
“Transaction
      Documents”),
      and
      to perform such Seller’s respective obligations hereunder and thereunder. The
      execution, delivery and performance of this Agreement and the Transaction
      Documents by such Seller have been duly authorized by all necessary action
      on
      the part of such Seller.

     

    (b) All
      of
      the Subject Shares shall be delivered to the Buyer free and clear of all
      Liens.

     

    (c) There
      are
      no options, agreements (written or oral) or other rights granted by any of
      the
      Sellers to any third party to purchase or receive any of the Subject
      Shares.

     

    (d) The
      execution, delivery and performance of this Agreement and the Transaction
      Documents by such Seller does not and will not (i) violate any applicable
      statue, law, ordinance, rule or regulation of any governmental authority or
      instrumentality, domestic or foreign (“Applicable
      Law”),
      (ii)
      conflict with or violate any order, judgment, injunction, award or decree
      (“Binding
      Order”)
      binding upon such Seller, or (iii) result in the creation or imposition of
      any
      Lien upon any of the Subject Shares. 

     

    2.2.        
      Execution;
      Delivery; Enforceability.
      This
      Agreement has been, and the Transaction Documents to which any Seller is a
      party
      will be, duly executed and delivered by such Seller and, when duly executed
      and
      delivered by the other Parties hereto and the other parties thereto, will
      constitute the legal, valid and binding obligations of such Seller, enforceable
      against such Seller in accordance with their respective terms, except as such
      enforceability may be limited by bankruptcy, insolvency or other laws affecting
      creditor’s rights generally and except for equitable remedies.

     

    2.3.        
      Ownership
      of Company Common Stock.  As
      at the
      date of this Agreement and as at the Closing Date, each of the Sellers are
      and
      shall be the record and beneficial owner of the number of shares of Common
      Stock
      of the Company set forth in Section
      1.1(a)
      of this
      Agreement. 

     

    2.4.       
      Title
      to the Subject Shares.
      Each
      Seller has good, valid and marketable title to his or her Subject Shares as
      set
      forth next to such Seller’s name in Section
      1.1(a),
      free
      and clear of all Liens, except for restrictions on transfer as may be imposed
      under federal or state securities laws.

     

    2.4          Brokers.
      Except
      for the payment of approximately $250,000 to Steven Gifis, or his Affiliate,
      none of the Sellers is subject to any valid claim of any broker, investment
      banker, finder or other intermediary in connection with the transactions
      contemplated by this Agreement or the other Transaction Documents. On the
      Closing Date, the Sellers shall pay or cause to be paid the aforesaid $250,000
      to Steven Gifis or his Affiliate.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES RELATING TO THE COMPANY AND

    THE
      BUYER

     

    The
      Company, on behalf of itself and any other Buyer, does hereby represent and
      warrant to the Sellers as follows:

     

    3.1.        
      Organization.
      Each of
      the Company and any other Buyer of the Subject Shares as at the Closing Date
      (a)
      is duly organized, validly existing and in good standing under the laws of
      its
      jurisdiction of formation, (b) has the requisite power and authority to carry
      on
      its business as presently conducted, and (c) is duly qualified and in good
      standing to do business in each jurisdiction in which the conduct or nature
      of
      its business makes such qualification necessary, except such jurisdictions
      where
      the failure to be so qualified or in good standing would not reasonably be
      expected to have, individually or in the aggregate, a Material Adverse
      Effect.

     

    3.2.         Authorization
      and Enforceability.
      The
      Company and any other Buyer of the Subject Shares as at the Closing Date has
      the
      requisite power and authority to execute and deliver this Agreement and the
      Transaction Documents and to perform its obligations hereunder and thereunder.
      The execution, delivery and performance of this Agreement and the Transaction
      Documents by the Company and any other Buyer of the Subject Shares as at the
      Closing Date has, or at the Closing Date will have, been duly authorized by
      all
      necessary corporate action on the part of such Buyer. This Agreement has been,
      and the Transaction Documents will be, duly executed and delivered by the
      Company and, when duly executed and delivered by the other Parties hereto and
      thereto, will constitute the legal, valid and binding obligation of the Company,
      enforceable against it in accordance with their terms, except as such
      enforceability may be limited by bankruptcy, insolvency or other laws affecting
      creditor’s rights generally and except for equitable remedies.

     

    3.3.        
      No
      Conflicts; Consents.
      (a)
      Except as set forth on Schedule
      3.3(a),
      the
      execution, delivery and performance by the Company of this Agreement and the
      Transaction Documents do not and will not (i) violate any Applicable Law, (ii)
      conflict with or violate any Binding Order binding upon the Company or any
      Subsidiary, (iii) conflict with or violate the Certificate of Incorporation
      or
      Bylaws of the Company or any Subsidiary, (iv) constitute a default in any
      material respect, or give rise to a right of termination, cancellation or
      acceleration of any right or obligation of the Company or any Subsidiary under
      any provision of any agreement, contract or other instrument binding upon the
      Company or any Subsidiary, or any license, franchise, permit or other similar
      authorization held by the Company, or (v) result in the creation or imposition
      of any Lien upon any of the assets of the Company or any
      Subsidiary.

     

    (b) Except
      as
      set forth on Schedule
      3.3(b),
      the
      execution, delivery and performance by the Company of this Agreement and the
      Transaction Documents and the consummation by the Company of the transactions
      contemplated hereby and thereby do not require any consent, approval, license,
      permit, order or authorization (“Consent”)
      from,
      or filing with, any Federal, state, local or foreign government or any court
      of
      competent jurisdiction, administrative agency or commission or other
      governmental authority or instrumentality, domestic or foreign (a “Governmental
      Entity”)
      or any
      third party, except for (i) compliance with filings and notifications under
      applicable Environmental Laws, (ii) any Consent or filing that Buyer is required
      to obtain or make, and (iii) Consents and filings which, if not obtained or
      made, would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect with respect to the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.4.         Capitalization.

     

    (a) The
      Company.
      The
      authorized capital stock of the Company consists of: (i) 150,000,000 shares,
      $0.01 par value per share, of Common Stock of which 57,607,601 shares of Common
      Stock are issued and outstanding, (ii) 1,200,000 shares, $0.01 par value per
      share, of Preferred Stock of which no shares are issued and outstanding, (iii)
      1,000,000 shares, $0.01 par value per share, of Series B-1 Preferred Stock
      of
      which 228,652 shares are issued and outstanding, (iv) 232,500 shares, $0.01
      par
      value per share, of Series B-3 Preferred Stock of which 47,518 shares are issued
      and outstanding, and (v) 1,000,000 shares, $0.01 par value per share, of Series
      B-4 Preferred Stock of which no shares are issued and outstanding. Except as
      listed on Schedule
      3.4(a),
      there
      are no outstanding warrants, options, agreements, subscriptions, convertible
      or
      exchangeable securities or other binding commitments pursuant to which the
      Company is obligated to issue, deliver or sell, or purchase, redeem or otherwise
      acquire any shares of capital stock of the Company.

     

    (b) Subsidiaries.
      Schedule
      3.4(b)
      sets
      forth for each Subsidiary the amount of its authorized capital stock,
      partnership interests, membership interests or other equity interests, as
      applicable, the amount of its outstanding equity interests and the record and
      beneficial owners of its outstanding equity interests, and the Company, directly
      or through one or more of the other Subsidiaries, has good and valid title
      to
      such equity interests, free and clear of all Liens, except as set forth on
      Schedule
      3.4(b).
      Except
      for its interests in the Subsidiaries and except for the ownership interests
      set
      forth on Schedule
      3.4(b),
      the
      Company does not own, directly or indirectly, any equity interest in, any Person
      and has not entered into any agreement or other legal commitment to purchase
      any
      equity interest in any Person. All the outstanding equity interests of each
      Subsidiary have been duly authorized and validly issued and are fully paid
      and
      non-assessable. Except as set forth on Schedule
      3.4(b),
      there
      are no outstanding warrants, options, agreements, subscriptions, convertible
      or
      exchangeable securities or other binding commitments pursuant to which any
      Subsidiary is obligated to issue, deliver or sell, or purchase, redeem or
      otherwise acquire any equity interests of such Subsidiary.

     

    3.5.         Public
      Filings.
      

     

    (a) The
      Sellers have access to, or the Company has made available to the Sellers, copies
      of all annual and periodic reports, including Form 10K-SB, Form 10Q and Form
      8-K
      that have been filed by the Company with the Securities and Exchange Commission
      (“SEC”)
      under
      the Securities and Exchange Act of 1934, as amended (the “34
      Act”)
      and all
      proxy statements filed under Rule 14A of the 34 Act since 2005 (collectively,
      the “SEC
      Filings”).
      All
      of such SEC Filings are true and correct in all material respects, contain
      all
      material information required to be set forth therein and do not omit any
      information that are required to make the statements contained therein not
      misleading.

     

    3.6.        
      Litigation.
      Except
      as set forth on Schedule
      3.6,
      there
      are no Binding Orders, lawsuits, proceedings, investigations or claims pending
      against the Company or any Subsidiary. To the Knowledge of the Company,
Schedule
      3.6
      also
      sets forth all Binding Orders, lawsuits, proceedings, investigations or claims
      threatened against the Company or any Subsidiary, or any of their properties,
      assets, operations or business, which would reasonably be expected to have
      a
      Material Adverse Effect other than such lawsuits, claims, proceedings or
      investigations as are fully covered (subject to deductibles, co-payments,
      retentions, policy limits and the like) by insurance. Neither the Company nor
      any Subsidiary is in default under any Binding Order. There are no Binding
      Orders, lawsuits, proceedings, investigations or claims pending, or to the
      Knowledge of the Company threatened, against the Company or any Subsidiary
      that
      challenge the legality of this Agreement or any action to be taken in connection
      herewith.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.7.        
      Brokers.
      Neither
      the Company nor any Subsidiary is subject to any valid claim of any broker,
      investment banker, finder or other intermediary in connection with the
      transactions contemplated by this Agreement. 

     

    3.8         Purchase
      for Investment; Exempt Transaction; Independent Evaluation.
      Buyer
      is acquiring the Subject Shares for investment purposes only, for its own
      account and not with a view to, or for offer or sale in connection with, any
      distribution thereof in violation of the Securities Act of 1933, as amended
      (the
“Securities
      Act”),
      or
      any other securities laws of any jurisdiction. Buyer understands and
      acknowledges that it is purchasing the Subject Shares in a transaction exempt
      from the registration requirements of Section 5 under the Securities Act. By
      reason of its business or financial experience, Buyer has the capacity to
      protect its interests in connection with the transactions contemplated by this
      Agreement and has conducted an independent investigation, analysis and
      evaluation of the Company and the Subsidiaries and their properties, assets,
      business and financial condition.

     

    ARTICLE
      IV

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

     

    4.1.       
      Confidentiality;
      Press Releases.
      (a)
      Except as required by law or legal process, each of the Sellers, on one hand,
      and the Company, on the other hand, shall, and shall cause each of its
      Affiliates and each of the respective directors, officers, employees, agents,
      advisors and representatives (“Representatives”)
      to,
      (i) maintain in confidence any and all information concerning the Kiss Group
      or
      the Company and its Subsidiaries provided to any one or more Parties by the
      other Party or Parties or their respective Representatives, or otherwise learned
      by them in the course of the negotiation of this Agreement and the transactions
      contemplated hereby and by the Strategic Alliance Agreement, and (ii) disclose
      such information only to Persons which are under the control of the Sellers
      or
      the Buyer or an Affiliate thereof, to third parties serving as legal,
      accounting, environmental, insurance or investment advisors or to the Company
      or
      its investment banker or investors (who have executed appropriate
      confidentiality agreements); provided,
      however,
      that
      such disclosure shall be limited to entities, parties and their personnel whose
      duties justify their need to review and know such information for the purpose
      of
      (i) the negotiation of this Agreement, (ii) the providing of financing to the
      Company to enable it to pay the Purchase Price, and (iii) the preparation of
      any
      registration statement or private placement memorandum in respect of such
      financing.

     

    (b) It
      is
      understood that neither the Kiss Group on one hand or the Company Group on
      the
      other hand, nor any of their Affiliates shall have any liability hereunder
      for
      disclosure of any such information which (i) can be shown to have been in the
      public domain other than as a result of a disclosure by a Party or any of their
      respective Affiliates, or any Representative thereof, (ii) was previously known
      to a Party hereto or their Affiliates, or (iii) was later acquired by a Party
      from other sources, provided such sources are not known by such Party after
      due
      inquiry to be bound by any confidentiality agreement with any Party hereto
      or
      any affiliate thereof. In the event that any Party or any of their respective
      Affiliates, or any Representative thereof, is legally compelled to disclose
      any
      of such information, such Party, will (x) give prompt notice thereof to the
      other Party or Parties to enable the Party being notified at their cost to
      seek
      an appropriate protective order and (y) furnish only such portion of such
      information as is legally required to be disclosed and use its reasonable
      efforts to obtain a protective order or other reliable assurances that
      confidential treatment will be accorded such information.

     

    (c) Each
      of
      the Kiss Group, on the one hand, and Company Group, on the other hand, agree
      that neither they nor their Affiliates will make any statement to the press,
      press release or other public announcement regarding this Agreement, the
      Transaction Documents or the transactions contemplated hereby or thereby prior
      to the Closing Date unless the text and time of the release of any such
      statement has been approved by the other Party or Parties or their respective
      legal counsel, except where such disclosure is required pursuant to Applicable
      Law (in which case such Party will consult with the other Party regarding any
      such public statements prior to disclosure to the extent feasible). The Parties
      hereto and their respective Affiliates agree to consult with each other prior
      to
      any press release or other public announcement by them or their Affiliates
      relating to this Agreement in connection with the Closing of the transactions
      contemplated hereby and agree that such press release or announcement will
      not
      be made prior to such consultation.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    4.2.        
      Termination
      of Prior Agreements.
      Effective as of the Closing, except for the Strategic Alliance Agreement, the
      Lockup Agreements and each of the Transaction Documents, each of the Company
      Group and the Kiss Group do hereby agree to terminate each of the (a) the
      Cooperative R&D Contract, dated December 19, 2006 (the “R&D
      Contract”)
      between RESI and the Company; (b) the Marketing and Manufacturing Facility
      Turn
      On Function Contract, dated January 30, 2007 ( the “Marketing
      and Turn-On Contract”)
      between RESI and the Company; (c) the consulting agreement, dated
      _______________ between the Company and Z. Kiss (the “Kiss
      Consulting Agreement”),
      and
      (d) all other agreements and understandings among Z. Kiss, RESI, Amelio, the
      Company and each of its Subsidiaries, written or oral, that may exist as at
      the
      Closing Date. (collectively, the “Prior
      Agreements”);
      all
      of which Prior Agreements shall be deemed to be null and void as at the Closing
      Date.

     

    4.3.        
      Payment
      of Certain Taxes. The
      Sellers shall be solely responsible to pay all income, capital gains, transfer
      and other taxes relating to the sale of the Subject Shares and the other
      transactions contemplated by this Agreement.

     

    4.4.        
      Conditions
      to Closing.

     

    (a) The
      Buyer. The
      Buyer’s obligation to purchase the Subject Shares under this Agreement are
      subject to the satisfaction, on or before the Closing Date, of all of the
      following conditions, any one or more of which may be waived in writing by
      the
      Company on or prior to the Closing:

     

    (i) The
      Company shall have consummated the Financing
      (as that
      term is hereinafter defined); provided,
      that
      although
      the Company agrees to make good faith efforts to obtain the requisite Financing
      contemplated hereby as soon as reasonably practicable, nothing contained in
      this
      Agreement or in any other Transaction Document, express or implied, shall
      require the Company to issue any previously authorized and unissued securities
      of the Company in connection with any Financing that either (A) provides for
      at
      a per share price for shares of Company Common Stock that is lower than $3.30
      per share, or a conversion price or exercise price of any convertible Company
      securities or warrants that is lower than $3.30 per share, or (B) contains
      other
      terms and conditions that are not otherwise acceptable to the board of directors
      of the Company in the exercise of its sole discretion. In such connection,
      each
      of the Sellers shall cooperate with the Company in connection with the
      Financing, including acting as selling shareholders in a registered sale of
      the
      Subject Shares in the Financing; provided, that except for the accurate listing
      of their names and number of Subject Shares to be sold by the Sellers in such
      registration statement, the Sellers shall not incur any other statutory
      liability under the Securities Act of 1933, as amended, and the Company shall
      indemnify, defend and hold harmless each of the Sellers from and against any
      such liability, to the fullest extent provided by law.

     

    (ii) Each
      of
      the Kiss Group who are parties to the Strategic Alliance Agreement shall have
      executed and delivered such Strategic Alliance Agreement.

     

    (iii) Each
      of
      G. Kiss, M. Kiss, Nadja Kiss and Steven H. Gifis shall have executed and
      delivered the Lock-up Agreement in the form of Exhibit
      C
      annexed
      hereto and made a part hereof.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iv) Each
      of
      the members of the Kiss Group shall have executed and delivered the Kiss Group
      Releases in the form of Exhibit
      B-1
      annexed
      hereto and made a part hereof.

     

    (v) Z.
      Kiss,
      RESI and Amelio shall have entered into the Non-Competition and Non-Solicitation
      Agreement; which Non-Competition and Non-Solicitation Agreement shall (A)
      contain non-competition and non-solicitation covenants and agreements of each
      of
      Z. Kiss, RESI and their Affiliates, (B) acknowledge this Agreement, the Purchase
      Price paid hereunder and that the non-competition and non-solicitation covenants
      and agreements of Z. Kiss contained therein are a material inducement to cause
      the Buyer to purchase or arrange for the purchase of the Subject Shares pursuant
      to this Agreement; (C) name the Buyer as an express third party beneficiary
      of
      such non-competition and non-solicitation covenants and agreements with all
      of
      the rights to enforce the same that are otherwise available to Amelio; and
      (D)
      be in form and content (as to such non-competition covenants and agreements
      and
      the Buyer’s rights with respect thereto) as shall be satisfactory to the Buyer,
      in the exercise of its sole discretion.

     

    (vi) Each
      of
      the Sellers shall have delivered a closing certificate concerning their
      representations and warranties and such other matters in form and substance
      reasonably satisfactory to the Company and its legal counsel. 

     

    (vii) Each
      of
      the Sellers shall deliver or cause to be delivered to the Buyer, against payment
      therefor in accordance with Section
      1.3
      hereof,
      stock certificates representing all, and not less than all, the Subject Shares
      in the amounts set forth opposite the name of such Seller in Section 1.1(a)
      above; in each case, accompanied by stock powers duly executed in blank and
      with
      the signatures of the record holders guaranteed by a national bank or member
      firm of the New York Stock Exchange.

     

    (b) The
      Sellers. The
      Sellers obligation to sell and deliver the Subject Shares under this Agreement
      are subject to the satisfaction, on or before the Closing Date, of all of the
      following conditions, any one or more of which may be waived in writing by
      the
      Seller’s Agent on or prior to the Closing.

     

    (i) The
      Company shall have paid to each of the Sellers their allocable share of the
      Purchase Price for the Subject Shares as contemplated by Section
      1.3(a)
      of this
      Agreement.

     

    (ii) Each
      of
      the Company Group who are parties to the Strategic Alliance Agreement shall
      have
      executed and delivered such Strategic Alliance Agreement;

     

    (iii) Each
      of
      the members of the Company Group shall have executed and delivered the Company
      Group Releases in the form of Exhibit
      B-2
      annexed
      hereto and made a part hereof.

     

    (1v) The
      Company shall have delivered a closing certificate concerning their
      representations and warranties and such other matters in form and substance
      reasonably satisfactory to the Company and its legal counsel.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.5.        
      Sellers’
      Agent.
      (a)
      Each Seller hereby irrevocably appoints Steven
      H. Gifis
      as the
      sole representative (the “Sellers’
      Agent”)
      of
      such Seller to act as the agent on behalf of such Seller for all purposes under
      this Agreement, including for the purposes of: (i) acceptance of the pro rata
      portions of the Purchase Price payable to the Sellers and any other amounts
      payable to each Seller under this Agreement or any Transaction Document and
      delivery of wire instructions to Buyer in connection therewith; (ii) determining
      whether the conditions to closing have been satisfied and supervising the
      Closing, including waiving any such condition if Sellers’ Agent, in his sole
      discretion, determines that such waiver is appropriate; (iii) taking any action
      that may be necessary or desirable, as determined by Sellers’ Agent in his sole
      discretion, in connection with the termination of this Agreement and the other
      Transaction Documents; (iv) taking any and all actions that may be necessary
      or
      desirable, as determined by Sellers’ Agent in his sole discretion, in connection
      with any amendment of this Agreement or any waiver of any of the provisions
      of
      this Agreement; (v) taking any and all actions that may be necessary or
      desirable, as determined by Sellers’ Agent in his sole discretion, in connection
      with the consummation of the transactions contemplated by this Agreement and
      the
      other Transaction Documents; (vi) taking any and all actions that may be
      necessary or desirable, as determined by Sellers’ Agent in his sole discretion,
      in connection with indemnification under Article V; (vii) taking any and all
      actions that may be necessary or desirable, as determined by Sellers’ Agent in
      his sole discretion, in connection with enforcement or termination of the Prior
      Agreements; (viii) accepting notices on behalf of each Seller; (ix) taking
      any
      and all actions that may be necessary or desirable, as determined by Sellers’
Agent in his sole discretion, in connection with the payment of the costs and
      expenses of the Sellers incurred hereunder; (x) delivering or causing to be
      delivered to Buyer at the Closing certificates representing the Subject Shares
      to be sold by such Seller hereunder; (xi) executing and delivering, in Sellers’
Agent’s capacity as the representative of such Seller, any and all notices,
      documents or certificates to be executed by Sellers’ Agent, on behalf of such
      Seller, in connection with this Agreement and the transactions contemplated
      hereby; (xii) granting any consent or approval on behalf of such Seller under
      this Agreement; and (xiii) taking any and all actions that may be necessary
      or
      desirable, as determined by the Sellers’ Agent in his sole discretion in
      connection with, and dealing with any other issues relating to, this Agreement
      or any Transaction Document. As the representative of Sellers, Sellers’ Agent
      shall act as the agent for all such Persons, shall have authority to bind each
      such Person in accordance with this Agreement, and Buyer may rely on such
      appointment and authority until the receipt of notice of the appointment of
      a
      successor upon five (5) days’ prior written notice to Buyer.

     

    (b) Each
      Seller hereby irrevocably appoints Sellers’ Agent as such Seller’s true and
      lawful attorney-in-fact and agent, with full power of substitution and
      resubstitution, in such Seller’s name, place and stead, in any and all
      capacities, in connection with the transactions contemplated by this Agreement,
      granting unto said attorney-in-fact and agent, full power and authority to
      do
      and perform each and every act and thing requisite and necessary to be done in
      connection with the sale of such Seller’s Subject Shares as fully to all intents
      and purposes as such Seller might or could do in Person, including, without
      limitation, to extend the Outside Closing Date to such date as the Sellers’
Agent deems appropriate.

     

    4.6.        
      Reasonable
      Efforts.
      On and
      after the Closing, the Company shall, and shall cause each of its Subsidiaries
      and the Company’s and its Subsidiaries’ management to, take all actions as shall
      be reasonably requested by the Sellers’ Agent in connection with carrying out
      the agreements and provisions contemplated hereby, including but not limited
      to
      any actions requested to be taken or omitted with respect to Article IV
      hereof.

     

    4.7          Sale
      of Certain Shares. Following
      the expiration of the 180 day period under the Lock-Up Agreement, each of G.
      Kiss, M. Kiss, Nadja Kiss and Steven H. Gifis shall have the right to publicly
      or privately sell their shares of Company Common Stock under the applicable
      provisions of Rule 144, as promulgated under the Securities Act of 1933, as
      amended.

     

    4.8         
      Failure
      to Sell or Purchase the Subject Shares. In
      the
      event that the Company shall fail to consummate the Financing or otherwise
      purchase the Subject Shares by the Outside Closing Date (as the same may be
      extended pursuant to this Agreement), then and in such event each of the Sellers
      shall have the right to publicly or privately sell all of the Subject Shares
      under the applicable provisions of Rule 144, as promulgated under the Securities
      Act of 1933, as amended.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    ADDITIONAL
      DEFINITIONS

     

    As
      used
      in this Agreement, capitalized terms not otherwise defined herein, shall have
      the meanings as are defined in this Article V.

     

    Affiliate.
      The term
“Affiliate” shall mean, with respect to any Person, any other Person
      controlling, controlled by or under common control with such Person. The term
      “control” as used in the preceding sentence means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of such Person, whether through the ownership of voting securities,
      by
      agreement or otherwise; provided,
      however,
      that
      any full-time employee of the Company or any of its Subsidiaries (including
      officers) who is not otherwise Affiliated with or has any another business
      or
      financial relationship with any of the Sellers or their Affiliates (excluding
      his or her employment with the Company or its Subsidiaries) shall not, for
      purposes of this Agreement, be deemed to be an Affiliate of the
      Sellers.

     

    Amelio.
      The
      term “Amelio” shall mean Amelio Solar, Inc., a Delaware corporation.


     

    Financing.
       The
      term
“Financing” shall mean the public or private sale of $10,000,000 or more of
      units of securities (the “Units”)
      consisting of shares of Company Common Stock and/or warrants to purchase Company
      Common Stock, but which Financing shall include (a) the sale of all or a portion
      of the 18,000,000 Subject Shares for the account of the Sellers, and (b) the
      sale of additional shares of Common Stock for the Company.

     

    Governmental
      Authorities.
      The
      term “Governmental Authorities” shall mean any nation or country (including but
      not limited to the United States) and any commonwealth, territory or possession
      thereof and any political subdivision of any of the foregoing, including but
      not
      limited to courts, departments, commissions, boards, bureaus, agencies,
      ministries or other instrumentalities.

     

    Knowledge
      of the Sellers.
      The
      term “Knowledge of the Sellers” or any derivative thereof shall refer only to
      the actual knowledge of the Sellers or any one of them.

     

    Material
      Adverse Effect.
      The
      term “Material Adverse Effect” shall mean a material adverse effect on the
      business, operations, assets, properties or financial condition of the Company
      and its Subsidiaries, when taken as a consolidated whole, other
      than
      with
      respect to any adverse effects which, directly or indirectly, relate to or
      result from (a) public or industry knowledge regarding the transactions
      contemplated by this Agreement or (b) past, existing or prospective economic,
      regulatory or other conditions generally affecting the industries and markets
      in
      which the Company and the Subsidiaries compete. 

     

    Non-Competition
      and Non-Solicitation Agreement. The
      term
“Non-Competition and Non-Solicitation Agreement” shall mean the non-competition
      and non-solicitation agreement,
      to be dated as at the Closing Date, among Amelio, Z. Kiss and RESI, and which
      shall incorporate the concepts and provisions of Section
      4.1(a)(iv)
      of this
      Agreement in a manner satisfactory to the Buyer.

     

    Person.
      The
      term “Person” shall mean any individual, partnership, joint venture, firm,
      corporation, association, limited liability company, trust or other enterprise
      or any governmental or political subdivision or any agency, department or
      instrumentality thereof.

     

    Strategic
      Alliance Agreement.
      The term
“Strategic Alliance Agreement” shall mean the collective reference to that
      certain Settlement Agreement and Strategic Alliance and Cross License Agreement,
      both dated of even date herewith, among RESI, Z. Kiss, Amelio and the Company.
      

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Subsidiary.
      The
      term “Subsidiary” shall mean any Person of which a majority of the outstanding
      voting securities or other voting equity interests are owned, directly or
      indirectly, by the Company.

     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    6.1.         Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, all costs and
      expenses incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by (a) the Buyer, with respect to such costs
      and expenses incurred by it, and (b) the Sellers, with respect to such costs
      and
      expenses incurred by the Sellers.

     

    6.2.        
      Construction
      of this Agreement.
      All of
      the Parties to this Agreement have participated jointly in the negotiation
      and
      drafting of this Agreement. In the event any ambiguity or question of
      interpretation arises, this Agreement and the other documents and instruments
      executed in connection with this Agreement shall be construed as if drafted
      jointly, and no presumption or burden of proof shall arise favoring or
      disfavoring any Party by virtue of the authorship of any provision of this
      Agreement or such other documents and instruments. Any item disclosed on a
      disclosure schedule to this Agreement shall be deemed disclosed for and
      incorporated into all other disclosure schedules to which such item is
      applicable. The term “including” in this Agreement shall mean “including without
      limitation”. All references to immediately available funds or dollar amounts
      contained in this Agreement shall mean United States dollars. The headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. References to
“schedules” or “sections” herein shall be deemed to refer to the applicable
      disclosure schedule or section of this Agreement.

     

    6.3.         Assignment.
      This
      Agreement and the rights and obligations of the Parties hereunder shall not
      be
      assigned, delegated or otherwise transferred by the Sellers without the prior
      written consent of the Company. The Company may assign its rights under this
      Agreement to purchase the Subject Shares to any one or more Persons providing
      Financing to the Company. 

     

    6.4.        
      Successors
      and Assigns. 
      This
      Agreement shall inure to the benefit of, and be binding upon and enforceable
      against, the successors and permitted assigns of the respective Parties hereto.
      

     

    6.5.        
      Amendments.
      No
      amendment to or modification of this Agreement shall be effective unless it
      shall be in writing and signed by each of the Parties (or, in the case of
      Sellers, the Sellers’ Agent) to this Agreement.

     

    6.6.       
      Notices.
      All
      notices and other communications given under this Agreement shall be in writing
      and shall be deemed duly given (a) on the date of delivery, if delivered
      personally, (b) on the date of transmission, if sent via facsimile transmission
      to the facsimile number given below, and telephonic or written confirmation
      of
      receipt is obtained promptly after completion of transmission, (c) the Business
      Day after the date of delivery to a reputable and recognized next-day express
      courier service, or (d) three Business Days after (or, in the case of a notice
      or communication sent overseas, ten Business Days after) being mailed by
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      Parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):

     

    
      	
              If
                to Company, to:

            	
              Solar
                Thin Films, Inc.

            
	 	
              505
                Grove Street

            
	 	
              Haddonfield,
                New Jersey 08033

            
	 	
              Attn:

            	
              Peter
                Lewis, Chief Executive Officer

            
	 	
              Tel:
                

            	
              (856)
                673-1749

            
	 	
              Fax:

            	
              (609)
                434-0602

            
	 	
              Email:

            	
              plewis@solarthinfilms.com

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              with
                a required copy to:

            	
              Hodgson
                Russ LLP

            
	 	
              1540
                Broadway

            
	 	
              New
                York, New York 10036

            
	 	
              Attention:

            	
              Stephen
                A. Weiss, Esq.

            
	 	
              Tel:

            	
              (212)
                751-4300

            
	 	
              Facsimile:

            	
              (212)
                751-0928

            
	 	
              email:

            	
              sweiss@hodgsonruss.com

            
	 	 	 
	
              If
                to Sellers and Sellers Agent to:

            	
              Steven
                H. Gifis

            
	 	
              as
                agent for Zoltan Kiss, Maria Gabriella Kiss

            
	 	
              and
                Joseph Gregory Kiss

            
	 	
              2705
                Main Street,

            
	 	
              Lawrenceville,
                NJ 08648

            
	 	
              Tel:
                

            	
              609-937-0484

            
	 	
              email:
                

            	
              shg68@aol.com

            
	 	 	 
	
              with
                a required copy to:

            	
              Day
                Pitney LLP

            
	 	
              7
                Times Square Tower

            
	 	
              New
                York, New York 10036

            
	 	
              Attention:
                

            	
              Sabino
                (Rod) Rodiguez, III

            
	 	
              Tel:

            	
              (212)
                297-2454

            
	 	
              Facsimile:
                

            	
              (718)
                764-4356

            
	 	
              email:

            	
              srodriguez@daypitney.com

            


    

    


    Such
      addresses may be changed, from time to time by means of a notice given in the
      manner provided in this Section (provided that no such notice shall be effective
      until it is received by the other Parties hereto).

     

    6.7.       
      Consent
      to Jurisdiction.
      Each of
      Parties do hereby irrevocably submits to the exclusive jurisdiction of (a)
      the
      Supreme Court of the State of New York sitting in New York County, and (b)
      the
      United States District Court for the Southern District of New York, for the
      purposes of any suit, action or other proceeding arising out of this Agreement
      and the Transaction Documents or any transaction contemplated hereby or thereby,
      except in each case with respect to any matters related to title or possession
      of real property, and any other matters that are justiciable only under the
      jurisdiction of another court. Each of the Parties irrevocably consent to
      service of process out of such courts in any action or proceeding by the mailing
      of copies thereof by registered or certified mail, postage prepaid, or by
      recognized overnight courier or delivery service, to the Parties at their
      respective addresses set forth herein. Each of the Parties irrevocably waives
      any objection which it may now or hereafter have to the laying of venue of
      any
      of the aforesaid actions or proceedings arising out of or in connection with
      this Agreement brought in the courts referred to above and hereby further
      irrevocably waives and agrees, to the full extent permitted by Applicable Law,
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in any inconvenient
      forum.

     

    6.8.       
      Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      Person or circumstance shall be held invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision hereof and the Parties
      hereto shall negotiate in good faith to modify this Agreement, so as to effect
      the original intent of the Parties as closely as possible in a mutually
      acceptable manner in order that the transactions contemplated hereby may be
      consummated as originally contemplated.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    6.9.       
      Waiver.
      Waiver
      of any term or condition of this Agreement by any Party shall be effective
      if in
      a writing signed by the Party (or, in the case of Sellers, the Sellers’ Agent)
      against whom such waiver is asserted. Any such waiver shall not be construed
      as
      a waiver of any subsequent breach or failure of the same term or condition,
      or a
      waiver of any other term of this Agreement. No failure or delay by any Party
      in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof nor shall any single or partial exercise thereof preclude any other
      or
      further exercise thereof or the exercise of any other right, power or
      privilege.

     

    6.10.     
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      be
      considered one and the same agreement, and shall become effective when one
      or
      more such counterparts have been signed by each of the Parties to this Agreement
      and delivered to the other Parties, it being understood that all Parties need
      not sign the same counterpart.

     

    6.11.      
      Entire
      Agreement.
      This
      Agreement, including the disclosure schedules hereto and the other documents
      delivered pursuant to this Agreement, contains the entire agreement and
      understanding between the Parties hereto with respect to the subject matter
      hereof and supersede all prior and contemporaneous agreements, negotiations,
      correspondence, undertakings and understandings, oral or written, relating
      to
      such subject matter.

     

    6.12.      
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York applicable to agreements made and to be performed
      entirely within the State of New York, without regard to the conflicts of law
      principles of such state.

     

    [the
      balance of this page intentionally left blank - signature page
      follows]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed as of the date first
      written above.

    


    
      	
              SELLERS:

            
	 
	 
	
              /s/
                Zoltan Kiss

            
	
              ZOLTAN
                KISS

            
	 
	 
	
              /s/
                Gregory Joseph Kiss 

            
	
              GREGORY
                JOSEPH KISS

            
	 
	 
	
              /s/
                Maria Gabriella Kiss 

            
	
              MARIA
                GABRIELLA KISS

            
	 
	
              As
                the Sellers’ Agent

            
	 
	 
	
              /s/
                Steven H. Gifis

            
	
              STEVEN
                H. GIFIS

            
	 
	 
	
              SOLAR
                THIN FILMS, INC.

            
	 	 
	 	 
	
              By
                

            	
              /s/
                Robert M. Rubin

            
	 	
              Name:
                Robert M. Rubin,

            
	 	
              Title:
                Chairman and CFO